NAVISTAR FINANCIAL SECURITIES CORPORATION
Seller
NAVISTAR FINANCIAL CORPORATION
Servicer
and
THE BANK OF NEW YORK
Master Trust Trustee
on behalf of the Series 1995-1 Certificateholders
__________________________________
SERIES 1995-1 SUPPLEMENT
Dated as of June 8, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of June 8, 1995
__________________________________
Floating Rate
Dealer Note Asset Backed Certificates, Series 1995-1
DEALER NOTE MASTER TRUST
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TABLE OF CONTENTS
ARTICLE I
CREATION OF SERIES 1995-1 AND THE SERIES 1995-1 CERTIFICATES;CONVEYANCE OF
CLASS A-4 CERTIFICATE........................................................1
SECTION 1.01 Designation.............................................1
SECTION 1.02 Conveyance of Class A-4 Investor Certificate............1
ARTICLE II
DEFINITIONS..................................................................2
SECTION 2.01 Definitions.............................................2
ARTICLE III
SERVICING FEE...............................................................15
SECTION 3.01 Servicing Compensation.................................15
ARTICLE IV
RIGHTS OF SERIES 1995-1 CERTIFICATEHOLDERSAND ALLOCATION AND APPLICATION OF
COLLECTIONS.................................................................16
SECTION 4.01 Rights of the Series 1995-1 Certificateholders.........16
SECTION 4.02 Establishment of Series Principal Account, Spread
Account, Negative Carry Reserve Fund and Liquidity Reserve
Account................................................16
SECTION 4.03 Application of Class A-4 Investor Certificate Collections
Prior to the 1990 Trust Termination Date...............20
SECTION 4.04 Application of Available Certificateholder Interest
Collections After the 1990 Trust Termination Date......21
SECTION 4.05 Application of Available Seller's Finance Charge
Collections, Spread Account, Liquidity Reserve Account
and Negative Carry
Reserve Fund to Deficiency Amount......................23
SECTION 4.06 Investor Charge-Offs...................................24
SECTION 4.07 Application of Seller's Finance Charge Collections After
the 1990 Trust Termination Date........................24
SECTION 4.08 Application of Series Allocable Principal Collections
After the 1990 Trust Termination Date..................25
SECTION 4.09 Shared Principal Collections...........................26
SECTION 4.10 Distributions to Series 1995-1 Certificateholders......27
SECTION 4.11 Accumulation Period Length; Accumulation Period
Commencement Date......................................28
SECTION 4.12 Partial Month Due Period...............................28
SECTION 4.13 Closing Date Allocations...............................28
ARTICLE V
DISTRIBUTIONS AND REPORTSTO SERIES 1995-1 CERTIFICATEHOLDERS................29
SECTION 5.01 Distributions..........................................29
SECTION 5.02 Monthly and Annual Certificateholders' Statement.......29
ARTICLE VI
EARLY AMORTIZATION EVENTS...................................................32
SECTION 6.01 Additional Early Amortization Events...................32
ARTICLE VII
INVESTMENT EVENTS...........................................................32
SECTION 7.01 Investment Events......................................32
ARTICLE VIII
OTHER SERIES PROVISIONS.....................................................35
SECTION 8.01 Effect of Fully Funded Date; Conveyance of Dealer Notes35
SECTION 8.02 Tax Treatment..........................................36
ARTICLE IX
FINAL DISTRIBUTIONS.........................................................36
SECTION 9.01 Sale of Investors' Interest Pursuant to Section 2.07 of
the Agreement; Distributions Pursuant to Section 2.03 or
12.03 of the Agreement.................................36
SECTION 9.02 Distribution of Proceeds of Sale, Disposition or
Liquidation of the Dealer Notes Pursuant to Section
9.02 of the Agreement.................................37
SECTION 9.03 Early Distributions at the Option of the Investor
Certificateholder After the Fully Funded Date........ .38
ARTICLE X
MISCELLANEOUS PROVISIONS....................................................39
SECTION 10.01 Ratification of Agreement..............................39
SECTION 10.02 Counterparts...........................................39
SECTION 10.03 GOVERNING LAW..........................................39
SIGNATURES..................................................................43
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EXHIBITS
Exhibit A - Form of Investor Certificate
Exhibit B-1 - Form of Monthly Servicer and Settlement Statement
Exhibit B-2 - Form of Monthly Servicer and Settlement Statement
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SERIES 1995-1 SUPPLEMENT
TO POOLING AND SERVICING AGREEMENT
SERIES 1995-1 SUPPLEMENT dated as of June 8, 1995 (the "Series
Supplement"), by and among NAVISTAR FINANCIAL SECURITIES CORPORATION, a
Delaware corporation, as Seller (the "Seller"), NAVISTAR FINANCIAL
CORPORATION, a Delaware corporation, as Servicer (the "Servicer"), and THE
BANK OF NEW YORK, a New York banking corporation, as trustee (together with
its successors in trust thereunder as provided in the Agreement referred to
below, the "Master Trust Trustee") under the Pooling and Servicing Agreement,
dated as of June 8, 1995 (the "Agreement") among the Seller, the Servicer,
the Master Trust Trustee and Chemical Bank, as trustee under the 1990 Trust
Agreement.
Section 6.09 of the Agreement provides that the Seller may from
time to time direct the Master Trust Trustee to issue, on behalf of the
Master Trust, one or more new Series of Investor Certificates representing
fractional undivided interests in the Master Trust. The Principal Terms of
any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Master
Trust Trustee shall create a new Series of Investor Certificates and specify
the Principal Terms thereof.
ARTICLE I
CREATION OF SERIES 1995-1 AND
THE SERIES 1995-1 CERTIFICATES;
CONVEYANCE OF CLASS A-4 CERTIFICATE
SECTION I.1 Designation.
(a) There is hereby created a new Series pursuant to the
Agreement and this Series Supplement to be known as the "Series 1995-1." The
interest of the Investor Certificateholders in Series 1995-1 shall be
represented by the Series 1995-1 Certificates.
(b) If any term or provision contained herein shall conflict
with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern
with respect to Series 1995-1.
SECTION I.2 Conveyance of Class A-4 Investor Certificate.
(a) By execution of this Series Supplement, the Seller does
hereby sell, transfer, assign, set over and otherwise convey, without
recourse (except as otherwise expressly provided herein or in the Agreement),
to the Master Trust for the benefit of the Series 1995-1 Certificateholders
and the holders of the Master Trust Seller's Certificates all right, title
and interest of the Seller in and to the Class A-4 Investor Certificate, all
monies due or to become due with respect thereto and all proceeds (as defined
in Section 9-306 of the UCC) thereof. If such sale, transfer, assignment,
set-over or conveyance is deemed to create a security interest in such
property, the Seller does hereby grant to the Master Trust a security
interest therein (which shall be deemed to be a first perfected security
interest) and agrees that this Series Supplement shall constitute a security
agreement under applicable law.
(b) As provided in Section 2.03(a) of the Agreement, the Master
Trust Trustee accepts delivery of the Class A-4 Investor Certificate and
agrees to maintain physical possession thereof.
ARTICLE II
DEFINITIONS
SECTION II.1 Definitions.
(a) Whenever used in this Series Supplement, the following
words and phrases shall have the following meanings:
"1990 Trust Spread Account" shall mean the Spread Account
established and maintained pursuant to the 1990 Trust Agreement.
"Accumulation Period" shall mean, unless an Investment Event or
an Early Amortization Event shall have occurred prior thereto, the period
commencing on the Accumulation Period Commencement Date and ending upon the
first to occur of (a) the commencement of an Investment Period, (b) the
commencement of an Early Amortization Period and (c) the payment of the
Invested Amount in full.
"Accumulation Period Commencement Date" shall mean the first day
of the nth full Due Period prior to the Expected Payment Date where n is the
number of Due Periods in the Accumulation Period Length; provided, however,
that the Accumulation Period Commencement Date shall be the Specified
Accumulation Period Commencement Date if, on the Specified Accumulation
Period Commencement Date, any other outstanding Series shall have entered
into an investment period or an early amortization period; and provided
further that, if the Accumulation Period Length and the Accumulation Period
Commencement Date have been determined pursuant to Section 4.11 but the
Accumulation Period has not commenced and any other outstanding Series shall
enter into an investment period or an early amortization period, the
Accumulation Period Commencement Date shall be the date that such outstanding
Series shall have entered into an investment period or an early amortization
period.
"Accumulation Period Length" shall mean a period which is between
one and nine Due Periods and which is determined by the Servicer pursuant to
Section 4.11.
"Adjusted Invested Amount" shall mean, with respect to any
Distribution Date, an amount (which shall never be less than zero) equal to
the Initial Invested Amount, plus the Available Subordinated Amount as of the
end of the related Transfer Date, plus the Negative Carry Subordinated Amount
as of the end of the related Transfer Date, minus the product of (x) the
amount, if any, of funds on deposit in the Negative Carry Reserve Fund at the
end of such Transfer Date and (y) 1.00 plus the Subordinated Percentage,
minus the aggregate amount of Investor Charge-Offs not reimbursed on or prior
to such Distribution Date, minus the aggregate Early Distribution Amounts
made on or prior to such Distribution Date.
"Amortizing/Investing Due Period" shall have the meaning
specified in Section 4.12.
"Available Certificateholder Interest Collections" shall mean,
with respect to any Due Period commencing after the 1990 Trust Termination
Date, the sum of (a) Investor Finance Charge Collections for such Due Period
and (b) Investment Income for the related Distribution Period.
"Available Draw Funds" shall have the meaning specified in
Section 4.05(b).
"Available Seller's Finance Charge Collections" shall mean, with
respect to any Due Period commencing after the 1990 Trust Termination Date,
an amount equal to the product of (a) the excess of (i) the Seller's
Percentage for such Due Period over (ii) the result (if positive) of the
Excess Seller's Percentage for such Due Period minus the Required Excess
Seller Interest Percentage and (b) Series Allocable Finance Charge
Collections for such Due Period; provided, however, that Available Seller's
Finance Charge Collections shall be zero for any Due Period to the extent the
Available Subordinated Amount and the Negative Carry Subordinated Amount
(minus the product of (x) the amount of funds, if any, on deposit in the
Negative Carry Reserve Fund as of the end of the preceding Transfer Date and
(y) 1.00 plus the Subordinated Percentage) equals or is reduced to zero on
the Transfer Date related to such Due Period.
"Available Seller's Principal Collections" shall mean, with
respect to any Business Day after the 1990 Trust Termination Date, an amount
equal to the product of (a) the excess of (i) the Seller's Percentage for the
Due Period in which such Business Day occurs over (ii) the Excess Seller's
Percentage for such Due Period and (b) Series Allocable Principal Collections
for such Business Day; provided, however, that Available Seller's Principal
Collections shall be zero for any Business Day to the extent the Available
Subordinated Amount and the Negative Carry Subordinated Amount (minus the
product of (i) the amount of funds on deposit in the Negative Carry Reserve
Fund and (ii) 1.00 plus the Subordinated Percentage) equals or is reduced to
zero on the Transfer Date immediately preceding such Business Day.
"Available Subordinated Amount" shall mean (a) for each Transfer
Date related to a Due Period commencing prior to the 1990 Trust Termination
Date, zero, (b) on the Transfer Date related to the first Due Period after
the 1990 Trust Termination Date (before giving effect to all adjustments in
the Available Subordinated Amount on such Transfer Date), the product of
(i) the Subordinated Percentage and (ii) the Invested Amount as of the
preceding Distribution Date, and (c) for each Transfer Date thereafter
(before giving effect to all adjustments in the Available Subordinated Amount
thereto on such Transfer Date), the lesser of (i) the Maximum Subordinated
Amount as of such Transfer Date and (ii) the Available Subordinated Amount as
of the end of the preceding Transfer Date.
"Average Coverage Differential" shall be determined, on any
Determination Date, by reference to the Coverage Differentials for each of
the related Due Period and the three immediately preceding Due Periods, and
shall equal the sum of the three highest such Coverage Differentials divided
by three. Average Coverage Differential shall be expressed as a percentage,
and shall be rounded to the nearest one-hundredth of a percentage point.
"Business Day" shall mean, with respect to Series 1995-1, any day
other than a Saturday, a Sunday, or a day on which banking institutions in
New York, New York, Chicago, Illinois, or the city in which the Corporate
Trust Office is located, or in connection with the determination of LIBOR,
London, England, are authorized or obligated by law or executive order to be
closed or remain closed.
"Certificate Rate" shall mean the interest rate on the Series
1995-1 Certificates, which shall be calculated on the basis of actual days
elapsed and a 360-day year, and will be 6.3625% for the period from June 8,
1995 through July 24, 1995 and for each Distribution Period thereafter will
equal LIBOR as of the related LIBOR Determination Date plus 0.30%.
"Class A-4 Investor Certificate" shall mean the Class A-4
Floating Rate Pass-through Certificate issued by the 1990 Trust to the Master
Trust in connection with the issuance of the Series 1995-1 Certificates.
"Class A-4 Investor Certificate Collections" shall mean, with
respect to any Due Period, the sum of Class A-4 Investor Certificate Interest
Collections and Class A-4 Investor Certificate Principal Collections for such
Due Period.
"Class A-4 Investor Certificate Interest Collections" shall mean,
with respect to any Due Period, all interest payments received by the Master
Trust on the Distribution Date related to such Due Period in respect of the
Class A-4 Investor Certificate, plus with respect to the Initial Due Period,
the funds deposited pursuant to Section 4.13.
"Class A-4 Investor Certificate Principal Collections" shall
mean, with respect to any Due Period, all principal payments received by the
Master Trust on the Distribution Date related to such Due Period in respect
of the Class A-4 Investor Certificate.
"Closing Date" shall mean June 8, 1995.
"Common Depository" shall mean Cede & Co.
"Controlled Amortization Amount" shall mean an amount equal to
the result of (a) the Invested Amount as of the Distribution Date preceding
the Specified Accumulation Period Commencement Date divided by (b) the
Accumulation Period Length.
"Controlled Deposit Amount" shall mean, with respect to any Due
Period occurring during the Accumulation Period, the excess, if any, of (a)
the product of (i) the Controlled Amortization Amount and (ii) the number of
Due Periods, including such Due Period, that have elapsed with respect to the
Accumulation Period (but not in excess of the Accumulation Period Length)
over (b) the amount on deposit in the Series Principal Account at the close
of business on the last Business Day of the preceding Due Period; provided,
however, that, notwithstanding the foregoing, the Seller may, in its sole
discretion, increase the Controlled Deposit Amount at any time and from time
to time.
"Coverage Differential" shall mean, with respect to any Due
Period, the result of (a) the Portfolio Yield for such Due Period minus (b)
the sum of (i) the Certificate Rate for the related Distribution Period and
(ii),one percent (1%). Coverage Differential shall be expressed as a
percentage, and shall be rounded to the nearest one-hundredth of a percentage
point.
"Deficiency Amount" shall have the meaning specified in Section
4.05(a).
"Draw Amount" shall mean, with respect to any Transfer Date, the
least of (a) the Deficiency Amount for such Transfer Date, (b) the Available
Subordinated Amount as of the end of the preceding Transfer Date and (c)
Available Draw Funds for such Transfer Date.
"Early Amortization Event" shall mean, with respect to Series
1995-1, any event specified in Section 9.01(c) of the Agreement, together
with any additional Early Amortization Event specified in Section 6.01 of
this Series Supplement, but shall not mean any other event specified in
Section 9.01 of the Agreement; provided, however, that for purposes of
Section 6.09(b)(v) of the Agreement, Early Amortization Event shall also
include any Investment Event.
"Early Amortization Period" shall mean an Early Amortization
Period with respect to Series 1995-1 that occurs as a result of any event
specified in Section 9.01(c) of the Agreement or any Early Amortization Event
specified in Section 6.01 of this Series Supplement.
"Early Distribution" shall have the meaning specified in Section
9.03(b).
"Early Distribution Amount" shall have the meaning specified in
Section 9.03(c).
"Early Distribution Date" shall have the meaning specified in
Section 9.03(b).
"Early Distribution Initial Invested Amount" shall have the
meaning specified in Section 9.03(b).
"Early Distribution Notice" shall have the meaning specified in
Section 9.03(b).
"Excess Seller's Percentage" shall mean, with respect to any Due
Period commencing after the 1990 Trust Termination Date, a percentage (which
percentage shall never be less than 0% nor more than 100%) equal to the
excess of (a) the Seller's Percentage for such Due Period, over (b) the
percentage equivalent (which percentage shall never be less than 0% nor more
than 100%) of a fraction, the numerator of which is the sum of (i) the
Available Subordinated Amount as of the end of the related Transfer Date and
(ii) the Negative Carry Subordinated Amount, as of the end of such Transfer
Date (minus the product of (A) the amount of funds, if any, on deposit in the
Negative Carry Reserve Fund as of the end of such Transfer Date and (B) 1.00
plus the Subordinated Percentage) and the denominator of which is the product
of (x) the sum of the aggregate principal amount of Dealer Notes in the
Master Trust and the aggregate principal amount of funds on deposit in the
Excess Funding Account, both as of the end of the immediately preceding Due
Period and (y) the Series 1995-1 Allocation Percentage for the Due Period for
which the Excess Seller's Percentage is being calculated.
"Excess Seller's Principal Collections" shall mean, with respect
to any Business Day during a Due Period commencing after the 1990 Trust
Termination Date, the product of (a) Series Allocable Principal Collections
for such Business Day and (b) the Excess Seller's Percentage for such Due
Period.
"Expected Payment Date" shall mean the August 25, 2004
Distribution Date.
"Floating Allocation Percentage" shall mean, with respect to any
Due Period commencing after the 1990 Trust Termination Date, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the immediately preceding
Distribution Date (after giving effect to all increases and reductions
thereof on such Distribution Date) and the denominator of which is the
product of (a) the sum of the aggregate principal amount of Dealer Notes in
the Master Trust and the aggregate principal amount of funds on deposit in
the Excess Funding Account, both as of the end of the immediately preceding
Due Period, and (b) the Series 1995-1 Allocation Percentage for the Due
Period for which the Floating Allocation Percentage is being calculated.
"Fully Funded Date" shall mean the first Distribution Date
falling in an Investment Period on which the amount on deposit in the Series
Principal Account (excluding any investment earnings) equals the Invested
Amount and the cumulative amount of funds deposited in the Negative Carry
Reserve Fund (excluding any investment earnings) equals the Negative Carry
Reserve Fund Required Amount (without giving effect to the proviso in the
definition thereof).
"Initial Invested Amount" shall mean $200,000,000.
"Initial Spread Account Required Amount" shall mean the Projected
Spread as of the 1990 Trust Termination Date.
"Invested Amount" shall mean, with respect to any Distribution
Date, an amount (which shall never be less than zero) equal to the Initial
Invested Amount, minus the sum of (a) the aggregate amount of payments of
principal in respect of the Series 1995-1 Certificates made to Series 1995-1
Certificateholders on or prior to such Distribution Date, (b) the aggregate
amount of Investor Charge-Offs not reimbursed pursuant to Section 4.04(a)(iv)
on or prior to such Distribution Date, (c) the aggregate amount of Series
Principal Account Losses on or prior to such Distribution Date and (d) the
aggregate Early Distribution Amounts made on or prior to such Distribution
Date.
"Investment Event" shall have the meaning specified in Section
7.01.
"Investment Income" shall mean, for any Distribution Period with
respect to Series 1995-1, the sum of (i) income during such Distribution
Period from the investment of funds on deposit in the Series Principal
Account, the Spread Account, and the Negative Carry Reserve Fund and (ii) the
Series Allocation Percentage for such Distribution Period of income from the
investment of funds on deposit in the Collections Account and the Excess
Funding Account.
"Investment Period" shall mean the period beginning at the close
of business on the Investment Period Commencement Date, and ending upon the
earliest to occur of (a) the payment in full to the Series 1995-1
Certificateholders of the Invested Amount, (b) the Series Termination Date
and (c) the commencement of an Early Amortization Period.
"Investment Period Commencement Date" shall mean the Business Day
immediately preceding the date on which an Investment Event is deemed to have
occurred.
"Investor Charge-Off" shall have the meaning specified in Section
4.06.
"Investor Dealer Note Losses" shall mean, with respect to any Due
Period commencing after the 1990 Trust Termination Date, the product of (a)
the Floating Allocation Percentage for such Due Period and (b) Series
Allocable Dealer Note Losses for such Due Period.
"Investor Finance Charge Collections" shall mean, with respect to
any Due Period commencing after the 1990 Trust Termination Date, an amount
equal to the product of (a) the Floating Allocation Percentage for such Due
Period and (b) Series Allocable Finance Charge Collections for such Due
Period.
"Investor Principal Collections" shall mean, with respect to any
Business Day after the 1990 Trust Termination Date, the sum of (a) the
product of (i) with respect to the Revolving Period, the Floating Allocation
Percentage and with respect to the Accumulation Period, any Investment Period
or any Early Amortization Period, the Principal Allocation Percentage, in
either case for the Due Period in which such Business Day occurs and (ii)
Series Allocable Principal Collections for such Business Day and (b) on any
Transfer Date, the amount, if any, of Available Certificateholder Interest
Collections treated as Investor Principal Collections pursuant to Sections
4.04(a)(iii) and (iv).
"Investor Servicing Fee" shall have the meaning specified in
Section 3.01.
"LIBOR" shall mean (a) prior to the 1990 Trust Termination Date,
the one-month London interbank offered rate as determined by the 1990 Trust
Trustee in accordance with the 1990 Trust Agreement, and (b) after the 1990
Trust Termination Date, the interest rate determined by the Master Trust
Trustee in accordance with the following provisions:
(i) On each LIBOR Determination Date, LIBOR will be determined
on the basis of the offered rates for deposits in United States Dollars
having a one month maturity, which appear on the Reuters Screen LIBO
Page as of 11:00 A.M., London time, on such LIBOR Determination Date.
Such posted offered rates are for value on the second Business Day
after which dealings in deposits in United States Dollars are
transacted in the London interbank market. If at least two such
offered rates appear on the Reuters Screen LIBO Page, the rate in
respect of such LIBOR Determination Date will be the arithmetic mean
(rounded, if necessary, to the nearest one hundred-thousandth of a
percent) of such offered rates as determined by the Master Trust
Trustee. If fewer than two offered rates appear, LIBOR in respect of
such LIBOR Determination Date will be determined as if the parties had
specified the rate described in (ii) below.
(ii) On any LIBOR Determination Date on which fewer than two
offered rates appear on the Reuters Screen LIBO Page as specified in
(i) above, LIBOR will be determined on the basis of the rates at which
deposits in United States Dollars are offered by the Reference Banks at
approximately 11:00 A.M., London time, on such LIBOR Determination Date
to prime banks in the London interbank market, having a one month
maturity, such deposits commencing on the second Business Day
immediately following such LIBOR Determination Date and in a principal
amount of not less than U.S. $1,000,000 that is representative for a
single transaction in such market at such time. The Master Trust
Trustee will request the principal London office of each of such
Reference Banks to provide a quotation of its rate. If at least two
such quotations are provided, LIBOR in respect of such LIBOR
Determination Date will be the arithmetic mean (rounded, if necessary,
to the nearest one hundred-thousandth of a percent) of such
quotations. If fewer than two quotations are provided, LIBOR in
respect of such LIBOR Determination Date will be the arithmetic mean
(rounded, if necessary, to the nearest one hundred-thousandth of a
percent) of the rates quoted by three major banks in The City of New
York selected by the Master Trust Trustee at approximately 11:00 A.M.,
New York City time, on such LIBOR Determination Date for loans in
United States Dollars to leading European banks, having a one month
maturity, such loans commencing on the second Business Day immediately
following such LIBOR Determination Date and in a principal amount of
not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time, provided, however, that if the
banks in The City of New York selected as aforesaid by the Master Trust
Trustee are not quoting as mentioned in this sentence, LIBOR with
respect to such LIBOR Determination Date will be LIBOR in effect
immediately prior to such LIBOR Determination Date.
"LIBOR Determination Date" shall mean, with respect to any
Distribution Period, the date which is two Business Days prior to the start
of such Distribution Period.
"Liquidity Reserve Account" shall have the meaning specified in
Section 4.02(d)(i).
"Maximum Subordinated Amount" shall mean, with respect to any
Transfer Date related to a Due Period commencing after the 1990 Trust
Termination Date, the product of (a) the Invested Amount as of the preceding
Distribution Date and (b) the Subordinated Percentage; provided, however,
that with respect to a Transfer Date related to a Due Period occurring during
an Early Amortization Period, the Maximum Subordinated Amount shall not
decline until the Invested Amount equals the Maximum Subordinated Amount, and
thereafter the Maximum Subordinated Amount shall equal the Invested Amount.
"Minimum Negative Carry Required Amount" shall mean, on any LIBOR
Determination Date after the Fully Funded Date, with respect to any Transfer
Date occurring on or after the Fully Funded Date, an amount equal to the
product of (a) three and (b) the Projected Investment Shortfall for such
LIBOR Determination Date.
"Minimum Series 1995-1 Seller's Interest" shall mean, with
respect to any Business Day after the 1990 Trust Termination Date, the sum of
(a) the Available Subordinated Amount as of the end of the preceding Transfer
Date, (b) the Negative Carry Subordinated Amount as of the end of the
preceding Transfer Date (minus the product of (i) 1.00 plus the Subordinated
Percentage and (ii) the amount of funds, if any, on deposit in the Negative
Carry Reserve Fund as of the end of the preceding Business Day) and (c) the
Required Excess Seller Interest as of the end of the preceding Distribution
Date.
"Monthly Interest" shall mean, with respect to each Transfer Date
related to a Distribution Period, an amount equal to the product of (a) the
Certificate Rate for such Distribution Period and (b) the Invested Amount as
of the preceding Distribution Date (or the Initial Invested Amount with
respect to the first Transfer Date) and (c) a fraction, which (i) with
respect to the first Transfer Date, shall be equal to 47 divided by 360 and
(ii) with respect to each subsequent Transfer Date, shall be equal to the
actual number of days in the related Distribution Period divided by 360.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Negative Carry Reserve Fund" shall have the meaning specified in
Section 4.02(c)(i).
"Negative Carry Reserve Fund Deposit Amount" shall mean, with
respect to each Transfer Date, the excess, if any, of (a) the lesser of
(i) the Negative Carry Reserve Fund Required Amount for such Transfer Date
and (ii) the result of (A) the Negative Carry Subordinated Amount as of the
end of the preceding Transfer Date divided by (B) 1.00 plus the Subordinated
Percentage over (b) the amount of funds on deposit in the Negative Carry
Reserve Fund prior to such Transfer Date (after giving effect to any amounts
that have been withdrawn prior to such date).
"Negative Carry Reserve Fund Required Amount" means, with respect
to each Transfer Date, an amount equal to the sum of (a) the product of (i)
3.3 basis points, (ii) the Invested Amount as of the preceding Distribution
Date, and (iii) the number of Due Periods remaining until the Expected
Payment Date and (b) an amount equal to the product of .30% and the Invested
Amount as of the preceding Distribution Date; provided, however, that from
and after the Fully Funded Date, the Negative Carry Reserve Fund Required
Amount shall be zero.
"Negative Carry Subordinated Amount" shall mean, (a) on any
Transfer Date related to a Due Period occurring prior to the commencement of
the Accumulation Period, any Early Amortization Period or any Investment
Period, an amount equal to the product of (i) the Negative Carry Reserve
Fund Required Amount and (ii) 1.00 plus the Subordinated Percentage and (b)
at the beginning of each Transfer Date thereafter, an amount equal to the
Negative Carry Subordinated Amount as of the end of the immediately preceding
Transfer Date (after giving effect to all reductions in the Negative Carry
Subordinated Amount on such preceding Transfer Date).
"New Vehicle Monthly Interest Rate" shall mean, with respect to
any Due Period, the product of (a) the per annum rate of interest and finance
charges billed by NFC during such Due Period on New Vehicle Dealer Notes and
(b) the quotient of (i) the number of days during such Due Period and (ii)
the actual number of days in the related calendar year.
"Portfolio Yield" shall mean, with respect to any Due Period, the
product of (a) the quotient of (i) Finance Charges for such Due Period and
(ii) the daily average principal amount of Dealer Notes outstanding during
such Due Period and (b) a fraction, the numerator of which is 365 and the
denominator of which is the actual number of days elapsed during such Due
Period. Portfolio Yield shall be expressed as a percentage, and shall be
rounded to the nearest one-hundredth of a percentage point.
"Principal Allocation Percentage" shall mean, with respect to any
Due Period commencing on or after the 1990 Trust Termination Date and
occurring during the Accumulation Period, any Investment Period or any Early
Amortization Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the end of the Revolving Period and the denominator of which is equal to
the product of (a) the sum of the aggregate amount of Dealer Notes in the
Master Trust and the aggregate principal amount of funds on deposit in the
Excess Funding Account, both as of the end of the Revolving Period and (b)
the Series 1995-1 Allocation Percentage for the Due Period for which the
Principal Allocation Percentage is being calculated.
"Principal Shortfall" shall mean, with respect to Series 1995-1,
the Series 1995-1 Principal Shortfall.
"Projected Dealer Note Income" shall mean, on any Transfer Date
after the 1990 Trust Termination Date, an amount equal to the sum of (a) the
product of (i) the principal amount of Dealer Notes financing new vehicles
outstanding on such Transfer Date, (ii) the New Vehicle Monthly Interest Rate
for the Due Period in which such Transfer Date occurs and (iii) the Series
1995-1 Allocation Percentage for such Due Period and (b) the product of (i)
the principal amount of Dealer Notes financing used vehicles outstanding on
such Transfer Date, (ii) the Used Vehicle Monthly Interest Rate for such Due
Period and (iii) the Series 1995-1 Allocation Percentage for such Due Period.
"Projected Investment Income" shall mean, on any LIBOR
Determination Date after the Fully Funded Date with respect to the related
Distribution Period, the product of (a) the sum of the amount of funds on
deposit on such LIBOR Determination Date in each of the Spread Account and
the Series Principal Account and the Series 1995-1 Allocation Percentage of
the amount of funds on deposit in the Excess Funding Account (to the extent
any such amounts are not required to be paid on the following Distribution
Date) and (b) an amount equal to (i) the lesser of (A) LIBOR as of such LIBOR
Determination Date minus 0.125% and (B) the 30-day AA Federal Reserve
commercial paper composite rate, expressed on a money-market yield basis,
minus 0.125% multiplied by (ii) the result of (A) the number of days during
the related Distribution Period divided by (B) 360.
"Projected Investment Shortfall" shall mean, on any LIBOR
Determination Date after the 1990 Trust Termination Date with respect to the
related Distribution Period, (a) the positive amount, if any, by which (a)
Projected Monthly Interest for such Distribution Period exceeds (b) Projected
Investment Income for such Distribution Period.
"Projected Monthly Interest" shall mean, on any LIBOR
Determination Date after the 1990 Trust Termination Date with respect to the
related Distribution Period, an amount equal to the product of (a) the
Certificate Rate for such Distribution Period, (b) the Invested Amount as of
the immediately preceding Distribution Date (minus, if the following
Distribution Date is an Early Distribution Date, the aggregate Early
Distribution Amounts to be paid on such following Early Distribution Date)
and (c) the result of (i) the actual number of days in such Distribution
Period divided by (ii) 360.
"Projected Monthly Servicing Fee" shall mean, on any Transfer
Date after the 1990 Trust Termination Date with respect to the Due Period in
which such Transfer Date occurs, an amount equal to one-twelfth of the
product of (a) 1%, (b) the aggregate principal amount of Dealer Notes as of
such Transfer Date, (c) the Series 1995-1 Allocation Percentage for the Due
Period related to such Transfer Date and (d) the Floating Allocation
Percentage for the Due Period related to such Transfer Date.
"Projected Spread" shall mean, on any Transfer Date after the
1990 Trust Termination Date with respect to the Distribution Period next
following the Distribution Period to which such Transfer Date relates and
prior to the Fully Funded Date, the sum of (a) the positive amount, if any,
by which (i) the sum of (A) Projected Monthly Interest for such Distribution
Period, and (B) the Projected Monthly Servicing Fee for the Due Period in
which such Transfer Date occurs exceeds (ii) the Projected Dealer Note Income
as of such Transfer Date and (b) 1.25% of the Invested Amount as of the
preceding Distribution Date.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (a) the Invested
Amount on such Distribution Date, and (b) accrued and unpaid interest thereon.
"Reference Banks" shall mean the principal London offices of
Xxxxxx Guaranty Trust Company of New York, Swiss Bank Corporation and
Barclays Bank PLC.
"Required Excess Seller Interest" shall mean, with respect to any
Business Day, 3.0% of the Invested Amount as of the end of the preceding
Distribution Date (and such percentage shall be the "Required Excess Seller
Interest Percentage").
"Required Subordinated Amount" shall mean, with respect to any
Transfer Date related to a Due Period commencing after the 1990 Trust
Termination Date, an amount equal to 87.1% of the Maximum Subordinated Amount
as of such Transfer Date.
"Revolving Due Period" shall have the meaning specified in
Section 4.12.
"Revolving Period" shall mean, unless an Investment Event or an
Early Amortization Event shall have occurred prior thereto, the period
beginning on the 1990 Trust Termination Date and ending on the earlier of
(a) the close of business on the Business Day immediately preceding the
Accumulation Period Commencement Date, (b) the close of business on the
Investment Period Commencement Date and (c) the close of business on the
Business Day immediately preceding the day on which an Early Amortization
Event occurs.
"Seller's Percentage" shall mean, with respect to any Due Period
commencing after the 1990 Trust Termination Date, 100% minus (a) the Floating
Allocation Percentage for such Due Period, when used with respect to Finance
Charge Collections and Dealer Note Losses at all times or Principal
Collections during the Revolving Period, and (b) the Principal Allocation
Percentage for such Due Period, when used with respect to Principal
Collections during the Accumulation Period, any Investment Period or any
Early Amortization Period.
"Seller's Principal Collections" shall mean, with respect to any
Business Day after the 1990 Trust Termination Date, an amount equal to the
sum of (a) Available Seller's Principal Collections for such Business Day and
(b) Excess Seller's Principal Collections for such Business Day.
"Series 1995-1" shall mean the Series of Investor Certificates,
the terms of which are specified in this Series Supplement.
"Series 1995-1 Accounts" shall mean, collectively, the Series
Principal Account, the Distribution Account maintained for the Series 1995-1
Certificateholders, the Liquidity Reserve Account, the Negative Carry Reserve
Fund and the Spread Account.
"Series 1995-1 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1995-1.
"Series 1995-1 Certificateholders" shall mean the holders of
Series 1995-1 Certificates.
"Series 1995-1 Certificateholders' Interest" shall mean that
portion of the Certificateholders' Interest evidenced by the Series 1995-1
Certificates.
"Series 1995-1 Certificates" shall mean any one of the
certificates executed by the Seller and authenticated by the Master Trust
Trustee, substantially in the form of Exhibit A.
"Series 1995-1 Principal Shortfall" shall equal either (a) with
respect to any Business Day occurring during the Accumulation Period, the
excess, if any, of the Controlled Deposit Amount for the Due Period in which
such Business Day occurs over the amount of Investor Principal Collections
deposited in the Series Principal Account on such Business Day when added to
the amount of Investor Principal Collections previously deposited in the
Series Principal Account during such Due Period or (b) with respect to any
Business Day during any Early Amortization Period or Investment Period, the
excess, if any, of the Invested Amount (reduced by (i) amounts on deposit in
the Series Principal Account and (ii) the aggregate amount of Series
Principal Account Losses for the Distribution Period in which such Business
Day occurs) as of the immediately preceding Distribution Date over Investor
Principal Collections for such Business Day.
"Series 1995-1 Rating Agency Condition" shall mean, with respect
to any action, that each Rating Agency shall have notified the Seller, the
Servicer, and the Master Trust Trustee in writing that such action will not
result in a reduction or withdrawal of the rating of the Series 1995-1
Certificates with respect to which it is a Rating Agency.
"Series 1995-1 Shared Principal Collections" shall have the
meaning specified in Section 4.09(b).
"Series Allocable Dealer Note Losses" shall mean, with respect to
any Due Period commencing after the 1990 Trust Termination Date, the product
of (a) the Series 1995-1 Allocation Percentage for such Due Period and (b)
Dealer Note Losses for such Due Period.
"Series Allocable Finance Charge Collections" shall mean, with
respect to any Due Period, the product of (a) the Series 1995-1 Allocation
Percentage for such Due Period and (b) the amount of Finance Charge
Collections for such Due Period.
"Series Allocable Principal Collections" shall mean, with respect
to any Business Day, the sum of (a) the product of (i) the Series 1995-1
Allocation Percentage for the related Due Period and (ii) the amount of
Principal Collections deposited in the Collections Account on such Business
Day and (b) if the Accumulation Period Commencement Date occurs on such
Business Day, the product of (i) the Series 1995-1 Allocation Percentage for
such Due Period and (ii) the amount of funds on deposit in the Excess Funding
Account on such Accumulation Period Commencement Date.
"Series Invested Amount" shall mean, with respect to Series
1995-1, the Invested Amount.
"Series Principal Account" shall have the meaning specified in
Section 4.02(a)(i).
"Series Principal Account Losses" shall mean losses of principal
on investment of funds in the Series Principal Account.
"Series Termination Date" shall mean the August 25, 2007
Distribution Date.
"Special Servicer Agent" shall have the meaning specified in
Section 4.02(f).
"Specified Accumulation Period Commencement Date" shall mean
November 1, 2003.
"Spread Account" shall have the meaning specified in Section
4.02(b)(i).
"Spread Account Deposit Amount" shall mean, with respect to any
Transfer Date prior to the Fully Funded Date, the amount, if any, by which
the Projected Spread exceeds the amount of funds on deposit in the Spread
Account.
"Subject Month" shall have the meaning specified in Section 4.12.
"Subordinated Percentage" shall mean 15.5%.
"Turnover" shall have the meaning specified in Section 7.01(i).
"Used Vehicle Monthly Interest Rate" shall mean, with respect to
any Due Period, the product of (i) the per annum rate of interest and finance
charges billed by NFC during such Due Period on Used Vehicle Dealer Notes and
(ii) the quotient of (a) a number equal to the number of days during such Due
Period and (b) the actual number of days in the related calendar year.
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to Series
1995-1, Moody's and Standard &Poor's. As used in this Series Supplement and
in the Agreement with respect to Series 1995-1, "highest investment category"
shall mean (i) in the case of Standard & Poor's, A-1+ or AAA, as applicable,
and (ii) in the case of Moody's, P-1 or Aaa, as applicable.
(c) All capitalized terms used herein and not otherwise defined
herein have the same meanings ascribed to them in the Agreement.
(d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless
otherwise specified; and the term "including" means "including without
limitation."
(e) As used in this Series Supplement, references to the
Available Subordinated Amount "as of the end" of a Transfer Date and the
Negative Carry Subordinated Amount "as of the end" of a Transfer Date shall
mean the Available Subordinated Amount or the Negative Carry Subordinated
Amount, each as of such Transfer Date, after giving effect to all increases
and reductions thereof pursuant to Article IV hereof.
(f) As used in this Series Supplement, accounting terms which
are not defined, and accounting terms partly defined, herein shall have the
respective meanings given to them under generally accepted accounting
principles as in effect on the date hereof. To the extent that the
definitions of accounting terms in this Series Supplement are inconsistent
with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Series Supplement will control.
(g) With respect to any Distribution Date or Transfer Date, the
"related Due Period" and the "related Distribution Period" will mean the Due
Period and Distribution Period, respectively, immediately preceding such
Distribution Date or Transfer Date, and the relationships between Due Periods
and Distribution Periods will be correlative to the foregoing relationships.
With respect to any LIBOR Determination Date, the "related Distribution
Period" will mean the Distribution Period beginning on the Distribution Date
immediately following such LIBOR Determination Date.
(h) Each defined term used in this Series Supplement has a
comparable meaning when used in its plural or singular form. Each
gender-specific term used in this Series Supplement has a comparable meaning
whether used in a masculine, feminine or gender-neutral form.
ARTICLE III
SERVICING FEE
SECTION III.1 Servicing Compensation. The monthly servicing fee (the
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on
each Distribution Date in respect of a Due Period (or portion thereof)
commencing after the 1990 Trust Termination Date and occurring prior to the
earlier of the first Distribution Date following the Series Termination Date
and the first Distribution Date on which the Invested Amount is zero, in an
amount equal to one-twelfth of the result of (a) 1% multiplied by (b) the
aggregate principal amount of Dealer Notes outstanding as of the last day of
such Due Period and multiplied by (c) the Series 1995-1 Allocation Percentage
with respect to such Due Period; provided, however, that the Monthly
Servicing Fee shall be zero with respect to each Due Period following the
Fully Funded Date. The share of the Monthly Servicing Fee allocable to the
Series 1995-1 Certificateholders with respect to any Transfer Date (the
"Investor Servicing Fee") shall be equal to the product of (a) the Monthly
Servicing Fee and (b) the Floating Allocation Percentage with respect to such
Due Period. The remainder of the Monthly Servicing Fee shall be paid by the
Seller and in no event shall the Master Trust, the Master Trust Trustee or
the Series 1995-1 Certificateholders be liable for the share of the Monthly
Servicing Fee to be paid by the Seller; and the remainder of the Servicing
Fee shall be paid by the Seller and the Investor Certificateholders of other
Series and the Series 1995-1 Certificateholders shall in no event be liable
for the share of the Servicing Fee to be paid by the Seller or the Investor
Certificateholders of other Series. The Investor Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in accordance with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive
the Monthly Servicing Fee for any Distribution Date by notice to the Master
Trust Trustee on or before the related Determination Date; provided, however,
that the Servicer believes that sufficient Series Allocable Finance Charge
Collections will be available on any future Distribution Date to pay the
Investor Servicing Fee relating to the waived Monthly Servicing Fee. If the
Servicer so waives the Monthly Servicing Fee for any Distribution Date, the
Monthly Servicing Fee and the Investor Servicing Fee for such Distribution
Date shall be deemed to be zero for all purposes of this Series Supplement
and the Agreement; provided, however, that such Investor Servicing Fee shall
be paid on a future date solely to the extent amounts are available therefor
pursuant to Section 4.04(a)(vi); and provided further that, to the extent any
such waived Investor Servicing Fee is so paid, the related portion of the
Monthly Servicing Fee to be paid by the Seller shall be paid by the Seller to
the Servicer.
ARTICLE IV
RIGHTS OF SERIES 1995-1 CERTIFICATEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION IV.1 Rights of the Series 1995-1 Certificateholders.
The Series 1995-1 Certificates shall represent fractional undivided interests
in the Master Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to the Series 1995-1
Certificates at the times and in the amounts specified in this Series
Supplement, Collections allocated to Series 1995-1 pursuant to Article IV of
the Agreement and this Article IV, funds on deposit in the Collections
Account and the Excess Funding Account allocable to Series 1995-1
Certificateholders pursuant to Article IV of the Agreement and this Article
IV, and funds on deposit in the Series 1995-1 Accounts (collectively, the
"Series 1995-1 Certificateholders' Interest"), it being understood that the
Series 1995-1 Certificates shall not represent any interest in any Series
Account or Enhancement for the benefit of any other Series or Class. The
Servicer shall apply, or instruct the Master Trust Trustee to apply, all
funds on deposit in the Collections Account and Excess Funding Account
allocable to the Series 1995-1 Certificates, and all funds on deposit in the
Series Principal Account, the Spread Account, the Negative Carry Reserve Fund
and the Distribution Account maintained for the Series 1995-1
Certificateholders, as described in this Article IV.
SECTION IV.2 Establishment of Series Principal Account, Spread
Account, Negative Carry Reserve Fund and Liquidity Reserve Account.
(a) Series Principal Account.
(i) On or prior to the commencement of an Investment
Period, an Early Amortization Period or the Accumulation Period, the
Master Trustee, for the benefit of the Series 1995-1
Certificateholders, shall establish and maintain in the name of the
Master Trust an Eligible Deposit Account bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of
the Series 1995-1 Certificateholders (the "Series Principal Account").
The Master Trust Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Series Principal Account
and in all proceeds thereof. Pursuant to authority granted to it
pursuant to Section 3.01(b) of the Agreement, the Servicer shall have
the revocable power to instruct the Master Trust Trustee to withdraw
funds from the Series Principal Account for the purpose of carrying out
the duties of the Servicer under this Series Supplement and the
Agreement. The Servicer at all times shall maintain accurate records
reflecting each transaction in the Series Principal Account.
(ii) Funds on deposit in the Series Principal Account
overnight or for a longer period shall at all times be invested in
Eligible Investments at the direction of the Servicer or its agent,
subject to the restrictions set forth in the Agreement and subject to
the requirement that each such Eligible Investment shall have a stated
maturity on or prior to the following Transfer Date (or such longer
maturity as shall be allowed upon satisfaction of the Series 1995-1
Rating Agency Condition). Net interest and earnings (less investment
expenses) on funds on deposit in the Series Principal Account, if any,
shall be allocated and distributed as provided in Section 4.03(a) or
Section 4.04, as applicable.
(b) Spread Account.
(i) On or prior to the 1990 Trust Termination Date, the
Master Trust Trustee, for the benefit of the Series 1995-1
Certificateholders, shall cause to be established and maintained in the
name of the Master Trust, an Eligible Deposit Account bearing a
designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 1995-1 Certificateholders (the
"Spread Account"). The Master Trust Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the
Spread Account and in all proceeds thereof. Pursuant to authority
granted to it pursuant to Section 3.01(b) of the Agreement, the
Servicer shall have the revocable power to instruct the Master Trust
Trustee to withdraw funds from the Spread Account for the purpose of
carrying out the duties of the Servicer under this Series Supplement
and the Agreement. The Servicer at all times shall maintain accurate
records reflecting each transaction in the Spread Account. As of the
1990 Trust Termination Date, the Servicer shall cause to be deposited
in the Spread Account an amount equal to the lesser of (A) the
Projected Spread as of the immediately preceding Transfer Date and (B)
the amount of funds on deposit in the 1990 Trust Spread Account
multiplied by a fraction, the numerator of which is the Projected
Spread as of the immediately preceding Transfer Date, and the
denominator of which is the projected spreads as of the immediately
preceding Transfer Date for all outstanding Series which have spread
accounts.
(ii) Funds on deposit in the Spread Account overnight or
for a longer period shall at all times be invested in Eligible
Investments at the direction of the Servicer or its agent, subject to
the restrictions set forth in the Agreement and subject to the
requirement that each such Eligible Investment shall have a stated
maturity on or prior to the following Transfer Date. Net interest and
earnings (less investment expenses) on funds on deposit in the Spread
Account, if any, shall be allocated and distributed as provided in
Section 4.04.
(iii) On any Transfer Date related to a Due Period
commencing after the 1990 Trust Termination Date on which the amount of
funds on deposit in the Spread Account is greater than the Projected
Spread on such Transfer Date, the Servicer shall withdraw the amount of
such excess from the Spread Account and allocate and pay such excess to
the Seller. On the Transfer Date related to the Due Period which
follows the Fully Funded Date, the Servicer shall withdraw the amount
of funds on deposit in the Spread Account and allocate and pay such
amount to the Seller.
(c) Negative Carry Reserve Fund.
(i) On or prior to the commencement of an Investment
Period, an Early Amortization Period or the Accumulation Period, the
Master Trust Trustee, for the benefit of the Series 1995-1
Certificateholders, shall establish and maintain in the name of the
Master Trust Trustee, on behalf of the Master Trust, an Eligible
Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 1995-1
Certificateholders (the "Negative Carry Reserve Fund"). The Master
Trust Trustee shall possess all right, title and interest in all funds
on deposit from time to time in the Negative Carry Reserve Fund and in
all proceeds thereof. Pursuant to authority granted to it pursuant to
Section 3.01(b) of the Agreement, the Servicer shall have the revocable
power to instruct the Master Trust Trustee to withdraw funds from the
Negative Carry Reserve Fund for the purpose of carrying out the duties
of the Servicer under this Series Supplement and the Agreement. The
Servicer at all times shall maintain accurate records reflecting each
transaction in the Negative Carry Reserve Fund.
(ii) Funds on deposit in the Negative Carry Reserve Fund
overnight or for a longer period shall at all times be invested in
Eligible Investments at the direction of the Servicer or its agent,
subject to the restrictions set forth in the Agreement and subject to
the requirement that each such Eligible Investment shall have a stated
maturity on or prior to the following Transfer Date. Net interest and
earnings (less investment expenses) on funds on deposit in the Negative
Carry Reserve Fund, if any, shall be allocated and distributed as
provided in Section 4.03(a) or Section 4.04, as applicable.
(d) Liquidity Reserve Account.
(i) The Master Trust Trustee, for the benefit of the
Seller, shall establish on or prior to the commencement of an Early
Amortization Period or an Investment Period and maintain or cause to be
established and maintained in the name of the Master Trust Trustee, an
Eligible Deposit Account bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Seller (the
"Liquidity Reserve Account"). The Seller shall possess all right,
title and interest in all funds on deposit from time to time in the
Liquidity Reserve Account and in all proceeds thereof; provided,
however, that no funds on deposit in the Liquidity Reserve Account
shall be paid to the Seller if such payment would reduce the funds in
such account below an amount equal to the Available Subordinated
Amount. Pursuant to authority granted to it pursuant to Section
3.01(b) of the Agreement, the Servicer shall have the revocable power
to instruct the Master Trust Trustee to withdraw funds from the
Liquidity Reserve Account for the purpose of fulfilling the obligations
of the Seller under this Series Supplement and the Agreement. The
Servicer at all times shall maintain accurate records reflecting
transactions in the Liquidity Reserve Account.
(ii) Funds on deposit in the Liquidity Reserve Account
overnight or for a longer period shall at all times be invested in
Eligible Investments at the direction of the Seller or its agent,
subject to the restrictions set forth in the Agreement. Any Eligible
Investment with a stated maturity shall mature on or prior to the
following Transfer Date. All net interest and earnings (less
investment expenses) on funds on deposit in the Liquidity Reserve
Account, if any, shall be paid to the Seller. On any Transfer Date
commencing after the 1990 Trust Termination Date on which the amount on
deposit in the Liquidity Reserve Account exceeds the Available
Subordinated Amount as of the end of such Transfer Date, the Servicer
shall withdraw the amount of such excess from the Liquidity Reserve
Account and allocate and pay such excess to the Seller.
(e) Replacement Series 1995-1 Accounts. If, at any time, any
of the Series 1995-1 Accounts ceases to be an Eligible Deposit Account, the
Master Trust Trustee (or the Servicer on its behalf) shall upon the earlier
of (a) 30 calendar days, or (b) the next Determination Date, establish a new
Series 1995-1 Account meeting the conditions specified in paragraphs (a),
(b), (c) or (d) above, as applicable, as an Eligible Deposit Account and
shall transfer any cash and/or any investments to such new Series 1995-1
Account. Neither the Seller, the Servicer nor any person or entity claiming
by, through or under the Seller, the Servicer or any such person or entity
shall have any right, title or interest in, or any right to withdraw any
amount from, any Series 1995-1 Account, except as expressly provided herein.
(f) Special Servicer Agent. Promptly following the
commencement of an Investment Period and effective for the duration thereof,
the Servicer shall select and appoint an agent, which initially will be the
Master Trust Trustee (the "Special Servicer Agent") as the Servicer's agent
for purposes of selecting investments as described in this Section 4.02(f).
The Special Servicer Agent will be compensated by the Servicer and will be
obligated to perform its duties hereunder whether or not it receives such
compensation. Notwithstanding any other provision of this Section 4.02 or
Section 4.03 or Section 4.04 of the Agreement, during any Investment Period,
funds on deposit in the Series 1995-1 Accounts will be invested at the
direction of the Special Servicer Agent in Eligible Investments selected by
the Special Servicer Agent, and on each Distribution Date during an
Investment Period, the Special Servicer Agent shall deliver a report to the
Servicer, the Master Trust Trustee and to each Series 1995-1
Certificateholder which shall state, as of the last day of the related Due
Period, the aggregate amount of funds invested by the Special Servicer Agent,
a brief description of each Eligible Investment in which such funds are
invested and the amount invested in each such Eligible Investment, the rate
of interest applicable to each such Eligible Investment and the rating of
each such Eligible Investment. The Special Servicer Agent shall not (i)
acquire or dispose of Eligible Investments for the primary purpose of
recognizing gains or decreasing losses resulting from market value changes or
(ii) dispose of Eligible Investments prior to maturity at less than face
value. The Special Servicer Agent may be removed at any time by the
Servicer; provided that, prior to such removal, (i) a successor Special
Servicer Agent shall have been selected by the Servicer and accepted its
appointment and (ii) the Series 1995-1 Rating Agency Condition shall have
been satisfied prior to the effectiveness of such appointment. So long as
the Master Trust Trustee is acting as the Special Servicer Agent, the Special
Servicer Agent shall be entitled to the same rights and remedies under the
Agreement as the Master Trust Trustee.
SECTION IV.3 Application of Class A-4 Investor Certificate Collections
Prior to the 1990 Trust Termination Date.
(a) Class A-4 Investor Certificate Interest Collections. On
each Distribution Date related to a Due Period commencing prior to the 1990
Trust Termination Date, the Master Trust Trustee, acting in accordance with
instructions from the Servicer, shall apply Class A-4 Investor Certificate
Interest Collections for such Due Period and Investment Income for the
related Distribution Period in the following amounts and in the following
order of priority:
(i) Monthly Interest. An amount equal to Monthly
Interest for the related Distribution Period plus any Monthly Interest
due with respect to any prior Distribution Period not previously
distributed to the Series 1995-1 Certificateholders on a prior
Distribution Date, plus to the extent permitted by law, interest at the
Certificate Rate that has accrued on Monthly Interest that was due
pursuant to this clause (i) but was not previously distributed to the
Series 1995-1 Certificateholders on a prior Distribution Date shall be
deposited in the Distribution Account.
(ii) Negative Carry Reserve Fund Deposit Amount. For any
Distribution Date related to a Due Period occurring during an
Investment Period or an Early Amortization Period, an amount equal to
the Negative Carry Reserve Fund Deposit Amount shall be deposited in
the Negative Carry Reserve Fund.
(iii) Allocation to Seller. Any remaining Class A-4
Investor Certificate Interest Collections for the related Due Period
and Investment Income for the related Distribution Period shall be
allocated and paid to the Seller.
If during any Investment Period or Early Amortization Period, Class A-4
Investor Certificate Interest Collections for the related Due Period and
Investment Income for the related Distribution Period are not sufficient to
make all distributions required by Section 4.03(a)(i), the Master Trust
Trustee shall withdraw funds from the Negative Carry Reserve Fund to the
extent of such insufficiency and apply such funds in the same manner as Class
A-4 Investor Certificate Interest Collections pursuant to Section
4.03(a)(i). The Negative Carry Subordinated Amount shall be reduced by the
product of (i) the amount so applied and (ii) 1.00 plus the Subordinated
Percentage.
(b) Class A-4 Investor Certificate Principal Collections. On
each Transfer Date related to a Due Period commencing prior to the 1990 Trust
Termination Date and occurring during an Investment Period or Early
Amortization Period, the Master Trust Trustee, acting in accordance with
instructions from the Servicer, shall withdraw from the Collections Account
and apply Class A-4 Investor Certificate Principal Collections, if any, for
the related Due Period in the following amounts and in the following order of
priority:
(i) Invested Amount and Negative Carry Reserve Fund. On
a pro rata basis between clauses (x) and (y), an amount equal to
(x) the excess of the Invested Amount over the amount of all previous
deposits to the Series Principal Account pursuant to this Section
4.03(b)(i) shall be deposited in the Series Principal Account and
(y) the Negative Carry Reserve Fund Deposit Amount (reduced by the
amount deposited pursuant to Section 4.03(a)(ii)) shall be deposited in
the Negative Carry Reserve Fund.
(ii) Allocation to Seller. Any remaining Class A-4
Investor Certificate Principal Collections for such Due Period shall be
allocated and paid to the Seller.
SECTION IV.4 Application of Available Certificateholder Interest
Collections After the 1990 Trust Termination Date.
(a) Application of Available Certificateholder Interest
Collections Prior to the Fully Funded Date. On each Transfer Date related to
a Due Period commencing after the 1990 Trust Termination Date but ending
prior to the Fully Funded Date, the Master Trust Trustee, acting in
accordance with instructions from the Servicer, shall apply Available
Certificateholder Interest Collections for such Due Period in the following
amounts and in the following order of priority:
(i) Investor Servicing Fee. An amount equal to the
Investor Servicing Fee for such Due Period (unless such amount has been
netted against deposits to the Collections Account or waived) shall be
allocated and paid to the Servicer.
(ii) Monthly Interest. An amount equal to Monthly
Interest for the Distribution Period, plus any Monthly Interest due
with respect to any prior Distribution Period but not previously
distributed to the Series 1995-1 Certificateholders on a prior
Distribution Date, plus to the extent permitted by law, additional
interest at the Certificate Rate for such Distribution Period that has
accrued on Monthly Interest that was due pursuant to this clause (ii)
but was not previously distributed to the Series 1995-1
Certificateholders on a prior Distribution Date shall be deposited in
the Distribution Account.
(iii) Investor Dealer Note Losses. An amount equal to the
Investor Dealer Note Losses, if any, for such Due Period shall be
reimbursed by being treated as Investor Principal Collections for such
Transfer Date.
(iv) Reimbursement of Investor Charge-Offs. An amount
equal to the aggregate amount of unreimbursed Investor Charge-Offs, if
any, for any prior Due Period shall be reimbursed by being treated as
Investor Principal Collections for such Transfer Date.
(v) Spread Account Deposit Amount. An amount equal to
the Spread Account Deposit Amount, if any, for such Transfer Date shall
be deposited into the Spread Account.
(vi) Deferred Investor Servicing Fee. An amount equal to
the aggregate outstanding amounts of the Investor Servicing Fee which
have been previously waived pursuant to Section 3.01 (unless such
amounts have been waived again) shall be allocated and paid to the
Servicer.
(vii) Reinstatement of Available Subordinated Amount. An
amount equal to the excess, if any, of the Maximum Subordinated Amount
as of the end of the preceding Transfer Date over the Available
Subordinated Amount as of the end of the preceding Transfer Date shall
be (A) during the Revolving Period or the Accumulation Period,
allocated and paid to the Seller or (B) during an Investment Period or
an Early Amortization Period, deposited in the Liquidity Reserve
Account, and in either case the Available Subordinated Amount shall be
reinstated by the amount of such payment or deposit.
(viii) Excess Interest Collections. Any remaining
Available Certificateholder Interest Collections shall be treated as
Excess Interest Collections, and applied pursuant to Section 4.03(f) of
the Agreement.
If Available Certificateholder Interest Collections are not sufficient to
satisfy each of the applications described in clauses (i) through (vii) above
on any Transfer Date, then Excess Interest Collections from other Series
allocable to Series 1995-1 will be applied as Available Certificateholder
Interest Collections in the priority and the manner described in clauses (i)
through (vii) above. If Excess Interest Collections are less than the
shortfalls for all Series that provide for allocations of Excess Interest
Collections, such Excess Interest Collections shall be allocable to
shortfalls for Series 1995-1 and any other Series that so provides pro rata
based on the relative amounts of each Series' shortfall.
(b) Monthly Interest After the Fully Funded Date. On each
Transfer Date related to a Due Period commencing after the Due Period related
to the Fully Funded Date, the Master Trust Trustee, acting in accordance with
instructions from the Servicer, shall apply Available Certificateholder
Interest Collections for such Due Period in an amount equal to Monthly
Interest for the Distribution Period, plus any Monthly Interest due with
respect to any prior Distribution Period but not previously distributed to
the Series 1995-1 Certificateholders on a prior Distribution Date, plus to
the extent permitted by law, additional interest at the Certificate Rate that
has accrued on Monthly Interest that was due but was not previously
distributed to the Series 1995-1 Certificateholders on a prior Distribution
Date, which amount shall be deposited in the Distribution Account. Any
remaining Available Certificateholder Interest Collections shall be retained
in the accounts in which they were generated and invested. If such amounts
are insufficient to pay Monthly Interest, funds up to such insufficiency
shall be withdrawn from the Negative Carry Reserve Fund and applied for such
purpose. The Negative Carry Subordinated Amount shall be reduced by the
product of (i) the amount so applied and (ii) 1.00 plus the Subordinated
Percentage.
SECTION IV.5 Application of Available Seller's Finance Charge
Collections, Spread Account, Liquidity Reserve Account and Negative Carry
Reserve Fund to Deficiency Amount.
(a) On each Transfer Date commencing after the 1990 Trust
Termination Date, the Servicer shall determine the amount (the "Deficiency
Amount"), if any, by which the amount of the entire allocations required on
such Transfer Date by Sections 4.04(a)(i) through (iv) exceeds the amount of
Available Certificateholder Interest Collections for such Due Period and
Excess Interest Collections allocated to Series 1995-1 on such Transfer Date,
if any, for the related Due Period.
(b) If the Deficiency Amount for any Transfer Date is greater
than zero, the Master Trust Trustee, acting in accordance with instructions
from the Servicer, shall apply available funds from the following sources in
the following order of priority in the same manner as Available
Certificateholder Interest Collections, each of which applications shall
reduce such Deficiency Amount (all such available funds being the "Available
Draw Funds" for such Transfer Date):
(i) Available Seller's Finance Charge Collections;
(ii) funds on deposit in the Spread Account;
(iii) for any Transfer Date occurring during any Investment
Period or Early Amortization Period, funds on deposit in the Liquidity
Reserve Account;
provided, however, that the amount applied pursuant to this Section 4.05(b)
shall not exceed the Draw Amount. The Available Subordinated Amount shall be
reduced by the aggregate amount of Available Draw Funds applied pursuant to
this Section 4.05(b).
(c) If during any Investment Period, Early Amortization Period
or Accumulation Period, Available Certificateholder Interest Collections,
Excess Interest Collections and Available Draw Funds applied pursuant to this
Article IV are insufficient to make all the applications described in Section
4.04(a)(ii) or 4.04(b), the Master Trust Trustee shall withdraw funds from
the Negative Carry Reserve Fund and apply such funds in the same manner as
Available Certificateholder Interest Collections pursuant to Section
4.04(a)(ii) or 4.04(b). If such funds are applied pursuant to Section
4.04(a)(ii), the Deficiency Amount shall be reduced by the amount so applied
and the Negative Carry Subordinated Amount shall be reduced by the product of
(i) the amount so applied and (ii) 1.00 plus the Subordinated Percentage.
(d) If all of the amounts applied pursuant to Section 4.05(a)
and (b) are insufficient to make the entire application described in Section
4.04(a)(iii), the Available Subordinated Amount shall be reduced (but not
below zero) by the amount of such deficiency and any remaining Investor
Dealer Note Losses shall be deemed to be reimbursed to the extent of such
reduction.
SECTION IV.6 Investor Charge-Offs. If, for any Transfer Date on which
the Available Subordinated Amount equals or is reduced to zero (after giving
effect to the allocations, distributions, withdrawals and deposits to be made
on such Transfer Date) and the Deficiency Amount for such Transfer Date (as
reduced by the applications required by Section 4.05 of this Series
Supplement) is greater than zero, the Invested Amount shall be reduced by the
lesser of (i) such remaining Deficiency Amount for such Transfer Date and
(ii) the amount of Investor Dealer Note Losses for the related Due Period
remaining unreimbursed after all applications of funds or reductions of the
Available Subordinated Amount pursuant to Sections 4.04 and 4.05 (such lesser
amount being an "Investor Charge-Off").
SECTION IV.7 Application of Seller's Finance Charge Collections After
the 1990 Trust Termination Date.
(a) Application of Available Seller's Finance Charge
Collections. On each Transfer Date related to a Due Period commencing after
the 1990 Trust Termination Date, the Master Trust Trustee, acting in
accordance with instructions from the Servicer, shall withdraw and apply from
the Collections Account to the extent of Available Seller's Finance Charge
Collections for such Due Period, the following amounts in the following order
of priority:
(i) On each Transfer Date related to a Due Period for
which a Deficiency Amount exists, the amount required by Section
4.05(b)(i) shall be applied as specified in Section 4.05(b).
(ii) On each Transfer Date related to a Due Period (x)
occurring during an Investment Period or (y) commencing after the
Accumulation Period Commencement Date, an amount equal to the Negative
Carry Reserve Fund Deposit Amount for such Transfer Date shall be
deposited in the Negative Carry Reserve Fund.
(iii) On each Transfer Date related to a Due Period
occurring during an Investment Period or an Early Amortization Period,
the amount, if any, by which the Available Subordinated Amount as of
the end of such Transfer Date exceeds the amount of funds on deposit in
the Liquidity Reserve Account shall be deposited in the Liquidity
Reserve Account.
(iv) On each Transfer Date related to a Due Period
occurring during an Early Amortization Period, an amount equal to the
Negative Carry Reserve Fund Deposit Amount for such Transfer Date shall
be deposited in the Negative Carry Reserve Fund.
(v) On each Transfer Date on which the full Spread
Account Deposit Amount was not deposited in the Spread Account pursuant
to Section 4.04(a)(v), an amount equal to the shortfall in such Spread
Account Deposit Amount shall be deposited in the Spread Account.
(vi) Any remaining Available Seller's Finance Charge
Collections for the related Due Period shall be allocated and paid to
the Seller.
(b) Application of Series Allocable Finance Charge Collections
to the Seller. On each Transfer Date related to a Due Period commencing
after the 1990 Trust Termination Date, the Master Trust Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Collections Account and allocate and pay to the Seller an amount equal to the
product of (i) the result of the Excess Seller's Percentage for such Due
Period minus the Required Excess Seller Interest Percentage and (ii) Series
Allocable Finance Charge Collections for such Due Period.
SECTION IV.8 Application of Series Allocable Principal Collections
After the 1990 Trust Termination Date. On each Business Day after the 1990
Trust Termination Date, the Master Trust Trustee, acting in accordance with
instructions from the Servicer, shall withdraw Series Allocable Principal
Collections for such Business Day from the Collections Account and apply such
funds in the following amounts:
(a) Investor Principal Collections During Revolving Period.
During the Revolving Period, an amount equal to Investor Principal
Collections for such Business Day shall be treated as Shared Principal
Collections, and applied, pursuant to the written direction of the Servicer,
pursuant to Section 4.03(e) of the Agreement.
(b) Investor Principal Collections during Accumulation Period,
Investment Period, or Early Amortization Period. During the Accumulation
Period, any Investment Period, or any Early Amortization Period, Investor
Principal Collections for such Business Day shall be allocated to the Series
1995-1 Certificateholders and deposited into the Series Principal Account to
the extent the Invested Amount as of the preceding Distribution Date exceeds
the amount of funds on deposit in the Series Principal Account on such
Business Day; provided, however, that for each Business Day of a Due Period
occurring during the Accumulation Period, the amount of Investor Principal
Collections deposited in the Series Principal Account on such Business Day,
when added to the amount of Investor Principal Collections previously
deposited in the Series Principal Account during such Due Period, shall not
exceed the Controlled Deposit Amount for such Due Period. Any Investor
Principal Collections remaining after the applications described in the
preceding sentence shall be treated as Shared Principal Collections, and
applied, pursuant to the written direction of the Servicer, pursuant to
Section 4.03(e) of the Agreement.
(c) Seller's Principal Collections During the Revolving
Period. During the Revolving Period, all Seller's Principal Collections for
such Business Day shall be allocated as follows: first, Excess Seller's
Principal Collections shall be retained in the Excess Funding Account to the
extent necessary to maintain the Master Trust Seller's Interest at an amount
equal to (or, in the Seller's discretion, greater than) the Minimum Master
Trust Seller's Interest, second, Available Seller's Principal Collections
shall be retained in the Excess Funding Account to the extent necessary to
maintain the Master Trust Seller's Interest at an amount equal to (or, in the
Seller's discretion, greater than) the Minimum Master Trust Seller's
Interest, and third, all remaining Seller's Principal Collections shall be
paid to the Seller.
(d) Seller's Principal Collections During Accumulation Period,
Investment Period or Early Amortization Period.
(i) During the Accumulation Period, Available Seller's
Principal Collections for such Business Day shall be deposited in the
Negative Carry Reserve Fund in an amount equal to the Negative Carry
Reserve Fund Deposit Amount (reduced by the amount deposited pursuant
to Section 4.07(a)(ii)). Any remaining Available Seller's Principal
Collections for such Business Day shall be allocated and paid to the
Seller.
(ii) During any Early Amortization Period or Investment
Period (prior to the Fully Funded Date), Available Seller's Principal
Collections for such Business Day shall be, on a pro rata basis between
clauses (A) and (B) below based on the respective amounts owed, (A)
deposited in the Liquidity Reserve Account to the extent the Available
Subordinated Amount as of the end of the immediately preceding Transfer
Date exceeds the amount of funds on deposit in the Liquidity Reserve
Account (including amounts deposited pursuant to Section 4.07(a)(iii)),
and (B) deposited in the Negative Carry Reserve Fund in an amount equal
to the Negative Carry Reserve Fund Deposit Amount (reduced by the
amounts deposited pursuant to by Sections 4.07(a)(ii) and (a)(iv)).
The amounts required to be deposited pursuant to the preceding sentence
shall be reduced by the amount of Available Seller's Finance Charge
Collections deposited in the Negative Carry Reserve Fund or the
Liquidity Reserve Account, as applicable, on such Business Day. Any
remaining Available Seller's Principal Collections for such Business
Day shall be allocated and paid to the Seller.
(iii) During the Accumulation Period, any Investment Period
or any Early Amortization Period, all Excess Seller's Principal
Collections for such Business Day shall be allocated and paid to the
Seller.
(iv) Notwithstanding anything to the contrary set forth in
this Section 4.08(d), to the extent any payment to the Seller of
Available Seller's Principal Collections or Excess Seller's Principal
Collections would cause the Master Trust Seller's Interest to be less
than the Minimum Master Trust Seller's Interest, such amount shall be
retained in the Excess Funding Account to the extent necessary to
maintain the Master Trust Seller's Interest at an amount equal to (or,
in the Seller's discretion, greater than) the Minimum Master Trust
Seller's Interest.
SECTION IV.9 Shared Principal Collections.
(a) That portion of Shared Principal Collections for any
Business Day equal to the amount of Series 1995-1 Shared Principal
Collections for such Business Day will be allocated to Series 1995-1 and will
be applied in the same manner as Investor Principal Collections pursuant to
Section 4.08(b).
(b) "Series 1995-1 Shared Principal Collections," with respect
to any Business Day commencing after the 1990 Trust Termination Date, shall
mean an amount equal to the Series 1995-1 Principal Shortfall for such
Business Day; provided, however, that, if the aggregate amount of Shared
Principal Collections for all Series for such Business Day is less than the
aggregate amount of Principal Shortfalls for all Series for such Business
Day, then Series 1995-1 Shared Principal Collections for such Business Day
shall equal the product of (x) Shared Principal Collections for all Series
for such Business Day and (y) a fraction, the numerator of which is the
Series 1995-1 Principal Shortfall for such Business Day and denominator of
which is the aggregate amount of Principal Shortfalls for all Series for such
Business Day.
SECTION IV.10 Distributions to Series 1995-1 Certificateholders. On
each Transfer Date, after all allocations to the Distribution Account and the
Series Principal Account for the related Transfer Date have been made, the
Master Trust Trustee, acting in accordance with instructions from the
Servicer, shall transfer to the Distribution Account the funds on deposit in
the Series Principal Account and shall make, without duplication, the
following distributions from the Distribution Account:
(a) Interest Distributions. On each Distribution Date
(including the Expected Payment Date), Monthly Interest will be distributed
to the Series 1995-1 Certificateholders as accrued interest on the 1995-1
Certificates. To the extent any interest is due but not distributed on any
such Distribution Date, such amount will be distributed on the following
Distribution Date, along with, to the extent permitted by law, interest at
the Certificate Rate on such amount.
(b) Expected Payment Date. On the Expected Payment Date, in
addition to the amount described in (a) above, amounts on deposit in the
Series Principal Account will be distributed as principal (up to a maximum of
the Invested Amount on such Distribution Date) on the Series 1995-1
Certificates.
(c) Early Amortization Period. On each Distribution Date
related to a Due Period occurring during an Early Amortization Period, in
addition to the amount described in (a) above, amounts on deposit in the
Series Principal Account will be distributed as principal (up to a maximum of
the Invested Amount on such Distribution Date) on the Series 1995-1
Certificates; provided, however, that upon the occurrence of an Early
Amortization Event described in clause (a) of Section 6.01, distributions in
respect of the Invested Amount will commence on the immediately succeeding
Distribution Date.
(d) Early Distributions. On any Early Distribution Date, the
amount on deposit in the Series Principal Account treated as Early
Distribution Amounts will be distributed as principal on the Series 1995-1
Certificates for which an Early Distribution election has been made.
SECTION IV.11 Accumulation Period Length; Accumulation Period
Commencement Date. On or prior to the first Due Period which is nine months
prior to the Due Period related to the Distribution Date which is the
Expected Payment Date, the Servicer shall determine in its sole discretion
the Accumulation Period Length and the Accumulation Period Commencement Date
and, promptly following such determination, the Servicer shall notify the
Master Trust Trustee and the Rating Agencies in writing of such determination.
SECTION IV.12 Partial Month Due Period. The allocation and
distribution provisions in this Series Supplement are based upon the
assumptions that each Due Period will be a calendar month and that each Due
Period will have a unique related Transfer Date and Distribution Date.
However, under certain circumstances (such as the occurrence of an Early
Amortization Event or Investment Event), the Revolving Period could end on a
date other than the last day of a calendar month (the period from the first
day of such month (the "Subject Month") to and including the date of such
occurrence being referred to herein as the "Revolving Due Period"), and an
Early Amortization Period or Investment Period could commence on a date other
than the first day of a calendar month (the period from such other date until
the last day of the Subject Month being the "Amortizing/Investing Due
Period"). If such a circumstance occurs, then the Servicer, the Seller and
the Master Trust Trustee shall observe the following rules:
(i) the Transfer Date for both the Revolving Due Period
and the Amortizing/Investing Due Period shall be the date on which the
Transfer Date would have occurred if the Subject Month had been an
ordinary Due Period;
(ii) the allocations and distributions of Finance Charge
Collections (and all items derived from Finance Charge Collections,
such as Available Certificateholder Interest Collections and Available
Seller's Finance Charge Collections) and Dealer Note Losses occurring
during the Subject Month shall be made as if the Subject Month were one
Due Period, without any distinction between the Revolving Due Period
and the Amortizing/Investing Due Period; and
(iii) two separate sets of allocations and distributions of
Principal Collections (and all items derived from Principal
Collections, such as Investor Principal Collections and Seller's
Principal Collections) shall be made on such Transfer Date, according
to whether such Principal Collections were received during the
Revolving Due Period (in which case allocations and distributions shall
be made as provided in Sections 4.08(a) and (c)) or the
Amortizing/Investing Due Period (in which case allocations and
distributions shall be made as provided in Sections 4.08(b) and (d)).
SECTION IV.13 Closing Date Allocations. On the Closing Date, proceeds
from the issuance of the Series 1995-1 Certificates in an amount equal to the
product of (a) 16 divided by 30 and (b) the quotient of (i) the Invested
Amount multiplied by the Certificate Rate, divided by (ii) twelve shall be
deposited and held in the Collections Account until the Transfer Date related
to the first Distribution Date for Series 1995-1, and shall be applied as
Class A-4 Investor Certificate Interest Collections. The first Distribution
Date for Series 1995-1 shall be July 25, 1995.
ARTICLE V
DISTRIBUTIONS AND REPORTS
TO SERIES 1995-1 CERTIFICATEHOLDERS
SECTION V.1 Distributions.
(a) The Paying Agent shall distribute (in accordance with the
Monthly Servicer Certificate and Settlement Statement delivered by the
Servicer to the Master Trust Trustee and the Paying Agent pursuant to Section
3.04(d) of the Agreement) to each Series 1995-1 Certificateholder of record
on the preceding Record Date (other than as provided in Section 12.02 of the
Agreement respecting a final distribution) (i) on each Distribution Date such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interests represented by the Series 1995-1 Certificates held by
such Certificateholder) of the amounts on deposit in the Series 1995-1
Accounts as is payable to the Series 1995-1 Certificateholders on such
Distribution Date pursuant to Sections 4.10 (a), (b) and (c) and (ii) on the
Early Distribution Date, for each Series 1995-1 Certificateholder that has
elected to receive an Early Distribution, such Certificateholder's Early
Distribution Amount pursuant to Section 4.10(d).
(b) Except as provided in Section 12.03 of the Agreement with
respect to a final distribution, distributions to Series 1995-1
Certificateholders hereunder shall be made by check mailed to each Series
1995-1 Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1995-1
Certificate or the making of any notation thereon; provided, however, that,
with respect to Series 1995-1 Certificates registered in the name of a Common
Depository, such distributions shall be made to such Common Depository in
immediately available funds.
SECTION V.2 Monthly and Annual Certificateholders' Statement.
(a) Monthly Series 1995-1 Certificateholders' Statement. At
least two Business Days prior to each Distribution Date, the Servicer will
provide to the Master Trust Trustee and the Paying Agent, and on each
Distribution Date, the Paying Agent shall forward to each Series 1995-1
Certificateholder a Monthly Servicer Certificate and Settlement Statement
substantially in the form of Exhibit B-1 prior to the 1990 Trust Termination
Date or substantially in the form of Exhibit B-2 after the 1990 Trust
Termination Date, in each case with such changes as the Servicer shall deem
necessary or appropriate, prepared by the Servicer and delivered to the
Master Trust Trustee setting forth, among other things, the following
information which, prior to the 1990 Trust Termination Date, will include
only the amounts specified in (iii), (iv), (v), (xi), (xiv), (xv) and (xvi)
below, and which, in the case of (i), (ii), (iii), (viii), and (ix) below,
shall be stated on the basis of an original principal amount of $1,000 per
Series 1995-1 Certificate:
(i) the aggregate amount of Collections, including the
aggregate amount of Finance Charge Collections and the aggregate amount
of Principal Collections for the related Due Period;
(ii) the Series 1995-1 Allocation Percentage, the Floating
Allocation Percentage and the Principal Allocation Percentage (if
applicable) for the related Due Period;
(iii) the total amount to be distributed on the Series
1995-1 Certificates on such Distribution Date;
(iv) the amount, if any, of such distribution allocable to
the Invested Amount;
(v) the amount, if any, of such distribution allocable to
interest on the Series 1995-1 Certificates;
(vi) Dealer Note Losses for the related Due Period;
(vii) the Draw Amount as of the related Transfer Date, if
any;
(viii) the amount of the Investor Charge-Offs and the
amount of reimbursement thereof as of the related Transfer Date;
(ix) the amount of the Investor Servicing Fee to be paid
on such Distribution Date;
(x) the Controlled Deposit Amount for the related Due
Period (if applicable);
(xi) the Invested Amount (after giving effect to all
distributions that will occur on such Distribution Date);
(xii) the aggregate amount of Dealer Notes and funds on
deposit in each of the Excess Funding Account, Series Principal
Account, Negative Carry Reserve Fund and Spread Account as of the end
of the last day of the related Due Period (after giving effect to
payments and adjustments made pursuant to Article IV of this Series
Supplement and of the Agreement);
(xiii) the Available Subordinated Amount and the
Negative Carry Subordinated Amount, each as of the end of the related
Transfer Date;
(xiv) with respect to Eligible Investments in the Series
Principal Account, the Excess Funding Account, the Negative Carry
Reserve Fund and the Liquidity Reserve Account, as of the last day of
the related Due Period, the aggregate amount of funds invested in
Eligible Investments in each such Series Account, a brief description
of each such Eligible Investment and amount invested in each such
Eligible Investment, the rate of interest applicable to each such
Eligible Investment and the rating of each such Eligible Investment;
(xv) the Dealers with the five largest aggregate
outstanding principal amounts of Dealer Notes in the 1990 Trust or the
Master Trust, as the case may be, as of the end of the related Due
Period;
(xvi) the aggregate outstanding principal amount of Dealer
Notes issued to finance OEM Vehicles as of the end of the related Due
Period;
(xvii) the percentages and all other information
calculated pursuant to Sections 6.01 and 7.01 to determine whether an
Early Amortization Event or an Investment Event, respectively, has
occurred; and
(xviii) the amount of Excess Interest Collections and
Investor Principal Collections treated as Shared Principal Collections,
each for the related Due Period, and the amount of such Excess Interest
Collections and Shared Principal Collections allocated to other Series.
(b) On each Distribution Date related to a Due Period
commencing prior to the 1990 Trust Termination Date, the Master Trust Trustee
shall furnish to the Paying Agent and the Paying Agent shall forward to each
Series 1995-1 Certificateholder the statement to be delivered pursuant to
Section 5.02(a) of the 1990 Trust Agreement.
(c) A copy of each statement provided pursuant to subsections
(a) and (b) will be made available for inspection at the Corporate Trust
Office.
(d) Annual Certificateholder's Tax Statement. On or about
January 31 of each calendar year, beginning with calendar year 1996, the
Master Trust Trustee shall furnish to the Servicer and Paying Agent a list of
each Person who at any time during the preceding calendar year was a Series
1995-1 Certificateholder and received any payment thereon and the dates such
Person held a Series 1995-1 Certificate, and the Paying Agent shall furnish
to each such Series 1995-1 Certificateholder a statement prepared by the
Paying Agent containing the information prepared by the Master Trust Trustee
which is required to be contained in the statement to Series 1995-1
Certificateholders as set forth in Sections 5.02(a)(iii)-(a)(v) above,
aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 1995-1 Certificateholder, together with such
other customary information as the Master Trust Trustee or the Servicer
deems necessary or desirable to enable the Series 1995-1 Certificateholders
to prepare their tax returns, including information (to be supplied by the
Servicer to the Master Trust Trustee) regarding original issue discount on
the Series 1995-1 Certificates, if any. Such obligation of the Paying Agent
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Trust Trustee pursuant
to any requirements of the Internal Revenue Code as from time to time in
effect.
ARTICLE VI
EARLY AMORTIZATION EVENTS
SECTION VI.1 Additional Early Amortization Events. The occurrence of
any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Master Trust Trustee or the
Series 1995-1 Certificateholders, be deemed to be an Early Amortization Event
solely with respect to Series 1995-1:
(a) the earlier of (i) the Transfer Date on which (A) the
cumulative amount of draws from the Negative Carry Reserve Fund is equal to
or greater than (B) an amount equal to or greater than (1) the Negative Carry
Reserve Fund Required Amount as of the first Transfer Date following the
occurrence of an Investment Event (or, if earlier, the date immediately
preceding the Fully Funded Date) plus (2) any investment earnings
attributable to the Negative Carry Reserve Fund minus (3) the product of
0.30% multiplied by the Invested Amount as of the preceding Distribution Date
and (ii) subsequent to the Fully Funded Date, the date on which the amount on
deposit in the Negative Carry Reserve Fund is less than or equal to the
Minimum Negative Carry Required Amount;
(b) the Invested Amount is not reduced to zero by the Expected
Payment Date (other than after the Fully Funded Date); or
(c) the United States government or any agency or
instrumentality thereof files a notice of a lien under Internal Revenue Code
ss.6323 or any similar statutory provision (including, but not limited to,
Β§302(f) orss.4068 of ERISA) on the assets of NFC or NFSC which is or may in
the future be prior to the lien of the Master Trust Trustee or the assets of
the Master Trust (including, without limitation, proceeds of the Dealer
Notes).
ARTICLE VII
INVESTMENT EVENTS
SECTION VII.1 Investment Events. If any one of the following events
shall occur:
(a) failure on the part of the Seller (i) to make any payment,
distribution or deposit required under the Agreement within five business
days of the date required or (ii) to observe or perform in any material
respect any other material covenants or agreements of the Seller, which
continues unremedied for a period of 60 days after written notice of such
failure shall have been given to the Seller;
(b) any representation or warranty made by the Seller pursuant
to the Agreement or any information contained in the schedule of Dealer Notes
delivered thereunder or this Series Supplement shall prove to have been
incorrect in any material respect when made or when delivered, which
representation, warranty or schedule, or the circumstances or condition that
caused such representation, warranty or schedule to be incorrect, continues
to be incorrect or uncured in any material respect for a period of 60 days
after written notice of such incorrectness shall have been given to the
Seller and as a result of which the interests of the Series 1995-1
Certificateholders are materially and adversely affected, except that an
Investment Event shall not be deemed to occur if the Seller has repurchased
the related Dealer Notes or all such Dealer Notes, if applicable, during such
period in accordance with the provisions of the Agreement;
(c) after the 1990 Trust Termination Date, the Seller shall
become legally unable for any reason to transfer Dealer Notes to the Master
Trust in accordance with the provisions of the Agreement;
(d) on any Transfer Date related to a Due Period commencing
after the 1990 Trust Termination Date, the Available Subordinated Amount for
such Transfer Date will be reduced to an amount less than the Required
Subordinated Amount;
(e) any Servicer Termination Event shall occur (i) which would
have a material adverse effect on the Series 1995-1 Certificateholders and
(ii) for which the Servicer has received a notice of termination;
(f) the delivery by the Seller to the Master Trust Trustee,
after the 1990 Trust Termination Date, of a notice stating that the Seller
will no longer continue to sell Dealer Notes to the Master Trust commencing
on the date specified in such notice;
(g) after the 1990 Trust Termination Date, the Average Coverage
Differential shall be equal to or less than negative two percent (2.00%) on
each of three consecutive Determination Dates;
(h) at the end of any Due Period commencing after the 1990
Trust Termination Date, the Master Trust Seller's Interest is reduced to an
amount less than the Master Trust Minimum Seller's Interest and the Seller
has failed to assign additional Dealer Notes to the Master Trust in the
amount of such deficiency within ten Business Days following the end of such
Due Period;
(i) on any Determination Date after the 1990 Trust Termination
Date, the quotient of (i) the product of (a) the sum of Dealer Note
Collections for each of the related Due Period and the two immediately
preceding Due Periods and (b) four divided by (ii) the daily average
principal amount of Dealer Notes outstanding during such Due Periods
("Turnover") is less than 1.7;
(j) on any Determination Date after the 1990 Trust Termination
Date, the quotient of (i) the sum of Dealer Note Losses for each of the
related Due Period and the five immediately preceding Due Periods and
(ii) the sum of Principal Collections for each of the related Due Period and
the five immediately preceding Due Periods, is greater than or equal to one
percent (1.00%);
(k) at any time prior to the 1990 Trust Termination Date, a
1990 Trust Amortization Event occurs under the 1990 Trust with respect to the
Class A-4 Investor Certificate (other than a 1990 Trust Amortization Event
that also constitutes an Early Amortization Event under the Master Trust),
the Seller is required to repurchase the Class A-4 Investor Certificate under
Section 2.06 of the 1990 Trust Agreement, or the Scheduled Class Amortization
Date occurs with respect to the Class A-4 Investor Certificate;
(l) any of the Seller, NITC, NIC or NFC shall file a petition
commencing a voluntary case under any chapter of the federal bankruptcy laws;
or the Seller or NFC shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition under any other
similar applicable federal law, or shall consent to the filing of any such
petition, answer or consent; or the Seller, NITC, NIC or NFC shall appoint,
or consent to the appointment of a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or insolvency
of it or of any substantial part of its property; or the Seller, NITC, NIC or
NFC shall make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due;
(m) any order for relief against any of the Seller, NITC, NIC
or NFC shall have been entered by a court having jurisdiction in the premises
under any chapter of the federal bankruptcy laws, and such order shall have
continued undischarged or unstayed for a period of 120 days; or a decree or
order by a court having jurisdiction in the premises shall have been entered
approving as properly filed a petition seeking reorganization, arrangement,
adjustment, or composition of the Seller, NITC, NIC or NFC under any other
similar applicable federal law, and such decree or order shall have continued
undischarged or unstayed for a period of 120 days; or a decree or order of a
court having jurisdiction in the premises for the appointment of a custodian,
receiver, liquidator, trustee, assignee, sequestrator or other similar
official in bankruptcy or insolvency of the Seller, NITC, NIC or NFC of any
substantial part of their property, or for the winding up or liquidation of
their affairs, shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120 days; and
(n) after the 1990 Trust Termination Date, failure on the part
of NITC to make a deposit in the Interest Deposit Account required by the
terms of the Interest Deposit Agreement on or before the date occurring five
Business Days after the date such deposit is required by the Interest Deposit
Agreement to be made;
then, subject to applicable law, and after the applicable grace period, if
any, an investment event (an "Investment Event") shall occur without any
notice or other action on the part of the Master Trust Trustee, any Special
Servicer Agent, any Paying Agent, the Series 1995-1 Certificateholders or any
other Beneficiary, immediately upon the occurrence of such event.
ARTICLE VIII
OTHER SERIES PROVISIONS
SECTION VIII.1 Effect of Fully Funded Date; Conveyance of Dealer Notes.
(a) Notwithstanding anything to the contrary in the Agreement,
upon the occurrence of the Fully Funded Date, after giving effect to all
allocations, distributions, withdrawals and deposits to be made on such date,
the following provisions of the Agreement shall no longer apply in respect of
the Series 1995-1 Certificates to the Seller or the Servicer, as applicable,
the Series 1995-1 Certificates or the Series 1995-1 Certificateholders:
(i) Section 2.01 (except to the extent it relates to
amounts received with respect to the 1990 Seller's Certificate and all
other rights of the Seller under the 1990 Trust Agreement and proceeds
(including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Illinois) thereof on deposit in the Series
1995-1 Accounts on the Fully Funded Date, after giving effect to all
such allocations, distributions, withdrawals and deposits);
(ii) Sections 2.02(a) and 2.02(b) (except to the extent
they relate to amounts received with respect to the Dealer Notes, any
security interests in the Financed Vehicles, Insurance Proceeds, 1990
Trust Investment Securities and 1990 Trust Accounts (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the
State of Illinois) thereof on deposit in the Series 1995-1 Accounts on
the Fully Funded Date, after giving effect to all such allocations,
distributions, withdrawals and deposits);
(iii) Section 2.05(a)(ii), 2.05(a)(iii), 2.05(a)(iv),
2.05(a)(v), 2.05(a)(vi), 2.05(a)(vii) and 2.05(a)(viii);
(iv) Section 2.06;
(v) Section 2.07 (except to the extent it relates to
Section 2.05(a)(i));
(vi) Section 2.08;
(vii) Section 2.09;
(viii) Section 3.01;
(ix) Section 3.09;
(x) Section 3.10;
(xi) Section 4.03;
(xii) Section 6.09;
(xiii) Section 7.06;
(xiv) Section 8.06;
(xv) Section 8.08;
(xvi) Section 11.01(e); and
(xvii) Section 13.02.
(b) Upon the later to occur of (i) the Fully Funded Date and
the making of all allocations, distributions, withdrawals and deposits to be
made on such date and (ii) the date on which each other Series is either no
longer outstanding or the fully funded date has occurred with respect
thereto, the Master Trust Trustee shall sell, assign and convey to the Seller
or its designee, without recourse, representations or warranty, all right,
title and interest of the Master Trust in the Dealer Notes, whether then
existing or thereafter created, all security interests in the Financed
Vehicles with respect thereto, all monies due or to become due and all
amounts received with respect thereto and all proceeds thereof except for
amounts on deposit in the Collections Account that are allocable to Investor
Certificates and amounts on deposit in any Series Account. The Master Trust
Trustee shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be reasonably requested
by the Seller to vest in the Seller or its designee all right, title and
interest which the Master Trust had in all such property.
SECTION VIII.2 Tax Treatment. The Seller has entered into the
Agreement and this Series Supplement and the Series 1995-1 Certificates have
been issued with the intention that the Series 1995-1 Certificates will
qualify under applicable tax law as indebtedness secured by the Master Trust
assets attributable to the Series 1995-1 Certificates. The Seller and each
Series 1995-1 Certificateholder and Certificate Owner, by the acceptance of
its Series 1995-1 Certificate or Book-Entry Certificate, as applicable,
agrees to treat the Series 1995-1 Certificates as indebtedness secured by the
Master Trust assets attributable to the Series 1995-1 Certificates, for
Federal income taxes, state and local income and franchise taxes and any
other taxes imposed on or measured by income in whole or in part.
ARTICLE IX
FINAL DISTRIBUTIONS
SECTION IX.1 Sale of Investors' Interest Pursuant to Section 2.07 of
the Agreement; Distributions Pursuant to Section 2.03 or 12.03 of the
Agreement.
(a) The amount to be paid by the Seller to the Collections
Account with respect to Series 1995-1 in connection with a purchase of the
Certificateholders' Interest pursuant to Section 2.07 of the Agreement shall
equal the Reassignment Amount for the Distribution Date on which such
purchase occurs.
(b) With respect to the Reassignment Amount, if any, deposited
into the Collections Account pursuant to this Section 9.01 of this Series
Supplement or Section 2.07 of the Agreement or any proceeds deposited into
the Collections Account pursuant to Section 12.03(c) of the Agreement, the
Master Trust Trustee shall, not later than 12:00 noon, New York City time, on
the Distribution Date on which such amounts are deposited (or, if such date
is not a Distribution Date, on the immediately following Distribution Date)
(in the priority set forth below): (i) first, deposit the Invested Amount on
such Distribution Date into the Series Principal Account, (ii) second,
deposit the amount of accrued and unpaid interest on the unpaid balance of
the Series 1995-1 Certificates in the Distribution Account, and (iii) third,
pay the remainder of any such Reassignment Amounts to the Seller.
(c) Notwithstanding any other provision to the contrary in this
Series Supplement or the Agreement, the entire amount deposited in the Series
Principal Account on a Distribution Date pursuant to Section 9.01(b) and all
other amounts on deposit therein shall be distributed in full to the Series
1995-1 Certificateholders on such Distribution Date and any distribution made
pursuant to this paragraph (c) shall be deemed to be a final distribution
pursuant to Section 12.03 of the Agreement with respect to Series 1995-1;
provided, however, that no such distribution shall be made on any date
occurring after the Fully Funded Date if, by reason of Section 8.01(a)(v), no
Reassignment Amount is required to be deposited in the Collections Account
with respect to Series 1995-1 on such Distribution Date.
SECTION IX.2 Distribution of Proceeds of Sale, Disposition or
Liquidation of the Dealer Notes Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collections Account pursuant to Section 9.02(b) of the
Agreement, the Master Trust Trustee shall first (in each case, after giving
effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Series Allocable Principal Collections and deposit such amount in the Series
Principal Account; provided that the amount of such deposit shall not exceed
the product of (x) the portion of the Insolvency Proceeds allocated to Series
Allocable Principal Collections and (y) 100% minus the Excess Seller's
Percentage with respect to the related Due Period. The remainder of the
portion of the Insolvency Proceeds allocated to Series Allocable Principal
Collections shall be allocated to the Master Trust Seller's Interest and
shall be distributed on such Distribution Date to the Seller.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Master Trust Trustee shall first (in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the sum of (i) Monthly Interest
for such Distribution Date, (ii) any Monthly Interest previously due but not
distributed on a prior Distribution Date and (iii) to the extent permitted by
law, interest at the Certificate Rate on Monthly Interest that was due but
not previously distributed to the Series 1995-1 Certificateholders on a prior
Distribution Date, from the portion of the Insolvency Proceeds allocated to
Series Allocable Finance Charge Collections and deposit such amount in the
Distribution Account; provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Series Allocable Finance Charge Collections and (y) 100% minus the Excess
Seller's Percentage with respect to the related Due Period. The remainder of
the portion of the Insolvency Proceeds allocated to Series Allocable Finance
Charge Collections shall be allocated to the Master Trust Seller's Interest
and shall be distributed on such Distribution Date to the Seller.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Series
Principal Account and the Distribution Account pursuant to this Section 9.02
and all other amounts on deposit therein shall be distributed in full to the
Series 1995-1 Certificateholders on the Distribution Date on which funds are
deposited pursuant to this Section 9.02 (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and any
distribution made pursuant to this Section 9.02 shall be deemed to be a final
distribution pursuant to Section 12.03 of the Agreement with respect to
Series 1995-1.
SECTION 9.03 Early Distributions at the Option of the Investor
Certificateholder After the Fully Funded Date.
(a) Upon the occurrence of any Investment Event, the Servicer
shall give prompt written notice thereof to the Master Trust Trustee and the
Master Trust Trustee shall give notice to the Series 1995-1
Certificateholders at their respective addresses appearing at the Certificate
Register.
(b) Each Series 1995-1 Certificateholder may request the early
distribution (an "Early Distribution") of all or a portion of the Invested
Amount related to such Certificateholder's Series 1995-1 Certificates by
providing written notice (an "Early Distribution Notice") to the Servicer and
the Master Trust Trustee in accordance with Section 13.05 of the Agreement.
Any such Early Distribution Notice shall be provided not less than 20 days
prior to the third Distribution Date following the Fully Funded Date (the
"Early Distribution Date") and shall be irrevocable when so provided. Each
such Early Distribution Notice shall specify the amount of the Initial
Invested Amount related to the Series 1995-1 Certificates owned by such
Series 1995-1 Certificateholder (the "Early Distribution Initial Invested
Amount") with respect to which the Early Distribution is to be made;
provided, however, that any request for an Early Distribution with respect to
a portion of such Certificateholder's Invested Amount shall only be in
integral multiples of $1,000. Any Series 1995-1 Certificateholder electing
an Early Distribution shall surrender its Series 1995-1 Certificates to the
Master Trust Trustee within two days of the Early Distribution Date.
(c) Upon receipt of an Early Distribution Notice by a Series
1995-1 Certificateholder in accordance with Section 9.03(b) and delivery of
the Series 1995-1 Certificates with respect to which the Early Distribution
Amount is being paid, the Master Trust Trustee shall distribute to such
Series 1995-1 Certificateholder, on the Early Distribution Date, an amount
equal to the product of (i) the result obtained by dividing the amount of the
Early Distribution Initial Invested Amount that is the subject of the Early
Distribution Notice by the Initial Invested Amount and (ii) the Invested
Amount as of the Early Distribution Date (without giving effect to the
payments required by this Section 9.03) (the "Early Distribution Amount")
from the Series Principal Account in accordance with Section 4.10(d), in
addition to making any other payments required to be made under this Series
Supplement in respect of the Series 1995-1 Certificates on such Distribution
Date.
(d) In addition, on any Early Distribution Date, the Master
Trust Trustee shall withdraw from the Negative Carry Reserve Fund an amount
equal to the product of (x) the amount of funds on deposit in the Negative
Carry Reserve Fund on such Distribution Date and (y) the result obtained by
dividing the aggregate Early Distribution Amounts for such Early
Distribution Date by the Invested Amount as such Early Distribution Date
(without giving effect to the payments required by this Section 9.03), and
pay such amount to the Seller.
(e) The payment of the Early Distribution Amount to the
applicable Series 1995-1 Certificateholder shall constitute payment in full
of the Certificateholder Initial Invested Amount which was the subject of
such Certificateholder's Early Distribution Notice, and such Early
Distribution Initial Invested Amount shall cease to accrue Monthly Interest
as of the Distribution Date. If less than the aggregate total Early
Distribution Initial Invested Amount is the subject of an Early Distribution,
a new Series 1995-1 Certificate representing the Early Distribution Initial
Invested Amount which was not subject to such Early Distribution shall be
issued to the applicable Series 1995-1 Certificateholder without cost to such
holder within 10 days after surrender of its Series 1995-1 Certificate to the
Master Trust Trustee.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION X.1 Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken
and construed as one and the same instrument.
SECTION X.2 Counterparts. This Series Supplement may be executed in
two or more counterparts (and by different parties on separate counterparts)
each of which shall be an original, but all of which together shall
constitute one and the same instrument.
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SECTION X.3 GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, EXCEPT THAT THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE MASTER TRUST TRUSTEE SHALL BE
DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.
[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Seller, the Servicer and the Master
Trust Trustee have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
NAVISTAR FINANCIAL SECURITIES CORPORATION
as Seller
By: /s/R. Xxxxx Xxxx
______________________________________
R. Xxxxx Xxxx
Vice President and Treasurer
NAVISTAR FINANCIAL CORPORATION
as Servicer
By: /s/R. Xxxxx Xxxx
______________________________________
R. Xxxxx Xxxx
Vice President and Treasurer
THE BANK OF NEW YORK
as Master Trust Trustee
By: /s/Xxxxx Xxxxxxx
______________________________________
Xxxxx Xxxxxxx
Assistant Treasurer
